Robert “Tank” begins to work for Dr. Magrew sculpting a puppet for the Doctor to bring to life using the work of Andre Toulon. Robert begins to fall in love with the Doctors daughter, Jane. Unbeknownst to Robert the Doctor is trying to create a “perfect race” of puppet humans. Jane discovers a “matt puppet” which is from his first assistant. She comes back just in time to see her father, cut up by the puppets, has succeeded in putting a living human, Robert, into the puppet he carved.

Peter Hertz tells a woman the past stories about the puppets, but she secretly wants to kill them.

Through a series of misunderstandings, Alvin, Simon and Theodore come to believe that Dave is going to propose to his new girlfriend in New York City – and dump them. They have three days to get to him and stop the proposal.